Name: Boardroom Summit & Board Committee Peer Exchange
Start: 2018-04-23 11:00
End: 2018-04-25 12:00

BOARD COMMITTEE PEER EXCHANGE

Monday, April 23

*The Peer Exchange is a unique event limited to public company board committee chairs, lead directors, non-executive chairs, general counsel and corporate secretaries.

Hear from TK Kerstetter, co-founder of Corporate Board Member and the Boardroom Summit and Peer Exchange, why the Peer Exchange is a can't-miss event for qualified directors and general counsel.

Board Committee Peer Exchange Agenda

11:30 am - 12:15 pm	Registration and Lunch
12:15 pm - 12:30 pm	Welcome
12:30 pm - 2:30 pm	Peer Exchange Sessions All groups run concurrently. Attendees will be divided into groups based on their role and company size. Topic outlines will be developed for each group with input from participants. Past topics are included below to give you a feel for the discussions.
	Audit Committee Chairs Action items in response to new accounting standards Impact of new tax regulations Committee composition and technical expertise needed on the audit committee Improving committee meeting preparation and processes Relations with internal and external audit Relations with CFO, CCO and CISO Risk oversight allocation Proxy disclosure of cybersecurity oversight Oversight of culture
	Compensation Committee Chairs Structuring long-term incentives - use of restricted stock versus options Financial metrics besides TSR Role of discretion in short- and long-term incentives Enforcing limits on equity compensation for board members Communicating pay ratio to shareholders Incorporating changes to exec pay from investor feedback Identifying the collective group of skill sets need for comp committee members Comp committee’s role in CEO succession planning Expansion of traditional comp committee responsibilities into culture and other HR issues
	Nominating/Governance Committee Chairs Best practices for board evaluations - internal versus use of third parties Evaluating individual directors - written feedback versus in-person conversations Acting on board evaluation feedback, particularly negative feedback on a director Addressing investor feedback on diversity, age, tenure and other board composition components Developing board matrix of skill sets and identifying skills gaps for new directors to fill Challenges of finding new directors Board culture and “rules of engagement” Onboarding new directors
	Lead Directors and Chairmen of the Board Direct interaction between the board and shareholders Removing under-performing directors from the board Best practices for executive sessions of the board and debriefing with CEO Acting on board evaluation feedback, particularly negative feedback on a director Addressing investor feedback on diversity, age, tenure and other board composition components Responding to shareholder activists Maintaining culture of collaboration between board and CEO CEO succession best practices Best practices for board oversight of risk and strategy
	General Counsel and Corporate Secretaries Executive compensation regulations and disclosures International compliance issues, including FCPA and GDPR Privacy and security risks with employee use of mobile devices and social media Collaboration with IT department on information governance Oversight of intellectual property Role of the GC and board in shareholder engagement Responding to shareholder activists Executive employee contracts and termination Outsourcing legal department responsibilities Recruitment and onboarding of new members for your legal department
2:30 pm - 2:45 pm	Networking Break
2:45 pm - 4:30 pm	Peer Exchange Sessions Resume
4:30 pm - 5:15 pm	Peer Exchange Take-Aways
5:15 pm - 6:30 pm	Networking Reception

Note: Agenda subject to change.

2019 Registration